Corey (promising new star Matt Twining) moves to a new town for a fresh start after a tragic wrestling match leaves his opponent dead. He finds endless support from his curiously optimistic mom (Brinke Stevens), but is still torn between two peer groups at Hallow's End High. The 'freaks' (goth kids) and the 'stepford kids' (preps) are both intent on adding Corey to their ranks, but why is everyone acting so friendly and why are some of them running around campus killing people?

There's no nudity, but an absurd amount of time is spent focusing on the male physique as scantily clad "teen" boys wrestle, take slow-mo showers and walk down hallways in their underwear. Yes, like it or not, you've yet again entered into the fantasy world of DeCoteau and scripter Matthew Jason Walsh, where ones purity of soul is determined by whether they wear white or black boxer briefs.

It was filmed in Mexico and is dedicated to late cult directors Paul Leder and Paul Bartel.